Terms and Conditions of the Experts OnTap Network
Experts OnTap, Inc. (“Experts OnTap”) is comprised of a network of professionals and Consultants (“Consultant(s)”) who provide consulting Services to Experts OnTap Clients (“Clients or Client”). Experts OnTap brings opportunities for our network Consultants to provide Services (“Services”) to our Clients. Consultants who qualify for our network may be eligible to participate in a variety of engagements, from advisory meetings, to project sprints, assessments and/or longer-term engagements with greater time commitments. For purposes of this Agreement, Clients include any person, group, business entity or corporation that Experts OnTap has introduced to Consultant, including for the purposes of marketing and/or selling Experts OnTap Services. Additionally, network Consultants may be eligible to participate in non-Client activities and such as:
- Receiving referral fees for bringing in additional Experts OnTap Consultants to an Experts OnTap Client.
- Receiving referral fees for referring Clients that engage with Experts OnTap.
By accepting these Terms and Conditions, you represent that you (hereinafter called “Consultant”) agree that any use of Experts OnTap’s engagement platform is subject to the terms set forth below.
Experts OnTap reserves the right to update or alter these Terms and Conditions, at any time, and at its sole discretion. Changes will be posted to the Site with an indication date as to the date the Terms and Conditions were last updated. You, the Consultant, are responsible for reviewing and accepting additional changes. Using the Experts OnTap platform after the date of any such updates constitutes your acceptance of the new or revised Terms and Conditions.
As part of the Experts OnTap network, you acknowledge and agree that all Services will be rendered as an independent Contractor and that this Agreement does not create an employer-employee relationship between the Consultant and Client or Experts OnTap. You are not eligible to receive any employee benefits provided by Client or Experts OnTap to its employees. You agree to pay all taxes due in respect of the Consultant Fees and to indemnify Client and Experts OnTap in respect of any obligation that may be imposed on the Client or Experts OnTap to pay any such taxes or resulting from Consultant’s being determined not to be an independent Consultant. You are providing Services in your individual capacity and not as a representative or behalf of any other entity and will not identify any Client or Experts OnTap as an employer. This Agreement does not authorize the Consultant to act for the Client or Experts OnTap as its agent or to make commitments on behalf of the Client or Experts OnTap unless otherwise stated in writing. No joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.
Engagement and Services
Engagement. Experts OnTap engages the Consultant to provide and perform hourly Services as an independent Consultant based on the engagement structure of set forth in a subsequent Exhibit A specific to each individual engagement. All work performed for an engagement will be performed directly by Consultant. Your participation in an engagement is at your discretion. It is your responsibility to determine whether you are eligible to permitted to participate in a specific engagement. Before accepting a specific engagement, you confirm that you are not prohibited or limited in any way from participating in Experts OnTap engagements by any other contract, your current employee agreement if you are employed, or any similar policies or obligations. Experts OnTap does not make any representations regarding the type, duration, or frequency of engagement opportunities you will receive.
Standard of Services. All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a Consultant with the background and experience that Consultant has represented it has in accordance with all applicable laws, rules and regulations. The Consultant has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location.
Tools, Instruments and Equipment. If needed, Experts OnTap, or the Client will provide tools outlined in an Exhibit A and retains ownership of the tools provided along with the right to monitor all communication between Consultant, Client and Experts OnTap.
Representation and Warranty. Consultant represents and warrants to Experts OnTap that it is under no contractual or other restrictions, including non-compete restrictions, or obligations which are inconsistent with the execution of these terms and conditions or which will interfere with the performance of the Services. Consultant assumes liability for the performance of Services by Consultant. In addition, the Consultant represents that they have not been convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.) or is subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices.
Term and Termination
Commencement. This Agreement shall commence on the Effective Date of acceptance as denoted by an e-signature and date and shall remain in effect until termination of this Agreement.
Acceptance. By accepting these Terms and Conditions or by accessing or using the Experts OnTap portal or properties, you acknowledge that by checking the “I agree to the Terms and Conditions” box that you have read, understood, and agree to be bound by this Terms and Conditions. Additionally, you acknowledge that, this is a contract between you, the Consultant, and Experts OnTap, even though it is electronic and not physically signed by you, the Consultant, and Experts OnTap.
Termination. This Agreement may be terminated without cause and without liability, (i) by either party giving thirty (30) calendar days written notice of such termination if Consultant has not been on an active engagement (ii) by either Party for material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within five (5) calendar days calendar days after receipt of written notice of the breach; (iii) by Experts OnTap at any time and without prior notice, if the Consultant is guilty of serious misconduct in connection with performance under this agreement.
Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.
Responsibility upon Termination. Any equipment or confidential information provided by Experts OnTap or Client to the Consultant in connection with or furtherance of Consultants Services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, documents, shall, immediately upon the termination of this Agreement, be returned to the entity it was obtained from, either the Client or Experts OnTap. After the termination of this agreement for any reason, Experts OnTap shall pay the Consultant for Services rendered prior to termination upon receipt of payment by Client and following receipt of Consultant’s invoice and all approved expenses incurred by Consultant before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.
Survival. The following provision of this Agreement shall survive the termination of this Agreement: Consultancy Fees and Expenses, Non-Disclosure, Confidential Information and Trade Secrets, Interference with Business, Non-Publicity, Injunctive Relief and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement.
Consultancy Fee and Expenses
Consultancy Fee. In consideration of the Services to be rendered, Experts OnTap shall pay Consultant a Consultancy fee for each hour of Services provided to Client pursuant to the procedures set forth in an Exhibit A which will be the Consultant’s sole compensation under this agreement. Consultant will not accept any compensation provided by Client other than that provided by Experts OnTap without Experts OnTap’s express written consent. Consultant will notify Experts OnTap of any Client requests not covered in an Exhibit A and work with Experts OnTap to add additional time to the engagement.
Expenses. Consultant shall be entitled to reimbursement for all pre-approved expenses in writing, reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then regular procedures of the Client.
Payment. The Consultant shall submit to the Experts OnTap a bi-weekly invoice, confirmed by Client, detailing the hours worked and Services performed during the preceding two weeks ending. Experts OnTap will remunerate payment to Consultant upon completion of time listing and receipt of payment from Client. Experts OnTap may withhold any amounts that are in dispute or not substantiated by proper documentation.
Taxes. The Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this agreement, and for all obligations, repots, and timely notifications relating to those taxes. Neither Experts OnTap nor the Client has any obligation to pay or withhold any sums for those taxes.
Other Benefits. The Consultant has no claim against Experts OnTap or the Client under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
Work Product and License
Defined. “Work Product” shall mean all work product generated by Consultant solely or jointly with others in the performance of the Services, including, but not limited to, any and all ideas, results, reports, documents, notes, material, drawings, designs, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, records, diagrams, formulae, processes, technology, firmware, software, know-how, and works of authorship created, learned, conceived, developed or reduced to practice by or on behalf of Client.
Inventions. Consultant shall promptly disclose to Client all inventions, products, developments, improvements, and contrivances (hereinafter “Inventions”) in Consultant’s field of endeavor in the line of Clients’ present or future business which are made or conceived with Consultant’s assistance or under Consultant’s direction in the course of performance during the term and any extension of the term of this Agreement, whether or not patentable and whether or not made jointly with others, which relate to or are suggested by or result from any Services which the Consultant may perform pursuant to this Agreement or from any information obtained by the Consultant in any discussions or meetings with employees of Client or Experts OnTap.
Ownership. Consultant agrees to assign and does hereby assign to Client all right, title and interest in and to the Work Product and represents that they have the right to assign ownership of the Work Product. All Work Product shall be the sole and exclusive property of the Client and Consultant will not have any rights of any kind whatsoever in such Work Product. Consultant agrees, at the request and cost of Client, to promptly sign, execute, make and do all such deeds, documents, acts and things as Client may reasonably require or desire to perfect Client’s entire right, title, and interest in and to any Work Product. Consultant will not make any use of any of the Work Product in any manner whatsoever without the Client’s prior written consent. All Work Product shall be promptly communicated to the Client.
License. In the event that Consultant integrates any work that was previously created by the Consultant into any Work Product, the Consultant shall grant to, and Client is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that the Client deems appropriate. Consultant warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party.
Confidential Information and Trade Secrets
Confidential and Non-Disclosure Agreement. Depending on the nature of the business Consultant will be performing for Experts OnTap’s Client, the Client may require the execution of an additional Confidentiality agreement directly between the Client and the Consultant. If an additional Confidentiality Agreement is required for a specific Exhibit A it will be attached and require an additional Consultant signature.
Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in writing by Client or Experts OnTap, Consultant will not, except as required by law or court order, disclose or attempt to use or personally benefit from, the Confidential Information for any purpose whatsoever other than the performance of the Services to the Client or disclose the Confidential Information to any third party. Consultant shall be responsible for any breach of the terms and conditions of this Agreement. Consultant shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care. During the Consultant’s engagement, in the event of Consultant’s termination or during the course of any future engagement or undertaking, Consultant agrees not to disclose any such information to any party or to use such information on Consultant’s behalf. Upon the termination or expiration of this Agreement for any reason, or upon Client’s or Experts OnTap’s earlier request, Consultant will deliver all of property or Confidential Information in tangible form that Consultant may have in its possession or control.
Client Confidentiality. Consultant will not disclose its work for Experts OnTap or Client in any way and will not use Experts OnTap’s or its Client’s name, logo, trade name, service mark, or trademark, or any simulation, abbreviation or adaptation of same, for publicity or promotion, or in any news release or publication without prior written consent of the Client and Experts OnTap.
Confidential Disclosure. Each party acknowledges that the wrongful use or disclosure of Confidential Information of the other party may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by the other party or any of its officers, employees or agents of its or their obligations under this section, the non-breaching party may immediately terminate this Agreement without liability to the other party, and may bring an appropriate legal action to enjoin such breach, and shall be entitled to recover from the breaching party reasonable legal fees and cost in addition to other appropriate relief.
Interference with Business
Covenant not to Compete. Depending on the nature of the business Consultant will be performing for Experts OnTap’s Client, the Client may require the execution of a non-compete agreement. If a non-compete agreement is required for a specific Exhibit A, it will be attached and require a separate signature by Consultant.
Covenant to Engage Through Experts OnTap. During the term of this Agreement, Consultant will engage in no business or other activities for a Client that Experts OnTap has introduced the consult to outside of an Experts OnTap engagement without obtaining the prior written consent of Experts OnTap. The parties agree that Services of Consultant are unique and extraordinary, and Experts OnTap has given Consultant access to its Client base which is valuable information. Working directly for an Experts OnTap introduced Client would cause irreparable damage to Experts OnTap.
Non-Solicitation of Clients. For the duration of Consultant’s Services, and for a period of two (2) years after the voluntary or involuntary completion of Consultant’s Services with Experts OnTap, Consultant shall not, directly or indirectly, solicit, call-on, consult, market any programs or otherwise deal in any way with a Client Experts OnTap has introduced the Consultant to during the period of Consultants performance of Services with Experts OnTap or their introduction to be considered for performance of Services. Consultant shall not directly or indirectly influence or, attempt to influence, any customer or Client of Experts OnTap to terminate or modify any written or oral agreement or course of dealing with Experts OnTap. Nothing in the Agreement shall preclude Consultant from contacting any person or entity that Consultant was in contact with prior to his or her engagement with Experts OnTap.
Non-Solicitation of Experts OnTap Expert Network. Without the prior consent of Experts OnTap, Consultant will not, for two (2) years after termination of their last engagement, directly or indirectly contact persons introduced to Consultant by Experts OnTap who are Consultants of Experts OnTap, nor will Consultant discuss with such person(s) consulting opportunities outside of the Experts OnTap network. Nothing in the Agreement shall preclude Consultant from contacting any person or entity that Consultant was in contact with prior to his or her engagement with Experts OnTap. The remedies outlined throughout this agreement, apply to this paragraph.
Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
Experts OnTap and Consultant agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or (iv) as may be required in connection with the enforcement of this Agreement.
The Services to be performed by Consultant hereunder are personal in nature, and Experts OnTap has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without Experts OnTap prior written consent. Nothing in this Agreement shall prevent the assignment by Experts OnTap of this Agreement or any right, duty or obligation hereunder to any third party.
Injunctive Relief/Limited Liability/Indemnification
Consultant acknowledges that a violation of Confidential Information and Trade Secrets or Interference with Business or any other breach or threatened breach to this agreement would cause immediate and irreparable harm to the Client and/or Experts OnTap for which money damages would be inadequate. Therefore, Client and/or Experts OnTap will be entitled to injunctive relief for Consultant’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation but shall be in addition to all other remedies available at law or in equity.
Consultant herewith agrees to indemnify and save harmless the Client and Experts OnTap from any damage, expense or legal fees which the Client or Experts OnTap may sustain in any manner through the misconduct or negligence of Consultant; the violation of the restrictive covenant or non-competitive clause in this Agreement; the violation of any federal, state or local anti-discrimination statute on the part of the Consultant; the Consultant’s breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. In no event shall Experts OnTap be liable to Consultant or any other party for any damages resulting from or relating to Services Consultant provides to Experts OnTap Clients, confidential information Consultant possesses, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability. Consultant is solely responsible for Consultant actions and Experts OnTap shall have no obligation to defend Consultant, provide Consultant with legal counsel, or pay legal costs and expenses on Consultant’s behalf. If a regulatory body or court of competent jurisdiction finds that the Consultant is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor based on the Consultant’s own actions, the Consultant will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Consultant or Experts OnTap resulting from that contrary interpretation, including taxes, assessment, and penalties that would have been deducted from the Consultant’s earnings if the Consultant had been on Experts OnTap payroll and employed as an Experts OnTap Employee.
Jurisdiction of Court of Common pleas of Montgomery County Pennsylvania
The parties hereto agree that in the event of a breach of any of the covenants and conditions or terms of this Agreement, the Court of Common Pleas of Montgomery County, Equity Division, shall assume jurisdiction to hear this matter, and the parties hereto further agree that injunctive relief shall be available as a result of said breaches of the Agreement. To that end, both Experts OnTap and Consultant hereby agree to submit to the in Persona Jurisdiction of the Court of Common Pleas of Montgomery County to hear this dispute.
This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
Construction and Interpretation
This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania and shall be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns.